8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 8, 2005

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                        RESEARCH FRONTIERS INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                      1-9399               11-2103466
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)   (IRS EMPLOYER
     OF INCORPORATION)                                      IDENTIFICATION NO.)

                            240 CROSSWAYS PARK DRIVE
                          WOODBURY, NEW YORK 11797-2033
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 934-5000

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
           Rule or Standard; Transfer of Listing.


Research Frontiers Incorporated received a letter from The NASDAQ Stock Market
on July 5, 2005, indicating that the Company's market value of listed securities
is below the minimum $50 million requirement for continued listing on the
NASDAQ National Market System.  The letter states that if the Company's market
value of listed securities does not exceed $50 million for a minimum of
10 consecutive business days prior to August 4, 2005, NASDAQ  will notify
the Company that the Company's securities will be delisted from the NASDAQ
National Market.

Research Frontiers received a Staff Determination Letter on August 8, 2005
indicating that Research Frontiers common stock is no longer eligible for
continued listing on the Nasdaq National Market System because the market
value of the Company's listed securities was below the minimum
$50 million requirement for continued listing on the NASDAQ National
Market System under Nasdaq Marketplace Rule 4450(b)(1)(A) .

Research Frontiers is filing a request for a hearing before the Nasdaq Listing
Qualifications Panel to appeal the Staff Determination Letter.  There can be
no assurance that the Panel will grant the Company's request for continued
listing. While the appeals process is underway, the delisting process will
be stayed, and the Company's common stock will continue to trade on the
Nasdaq National Market under the symbol "REFR" until the panel makes a
final decision.  If the appeal by Research Frontiers is unsuccessful,
the Company will apply to transfer the listing of its common stock to
the Nasdaq SmallCap Market where it previously traded. Research
Frontiers currently meets the requirements for listing on the Nasdaq
SmallCap Market.

Item 9.01. Financial Statements and Exhibits.

(c)  Exhibits.

99.1 Research Frontiers Press Release Dated August 12, 2005



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          RESEARCH FRONTIERS INCORPORATED

Dated: August 12, 2005

                                          /s/ Joseph M. Harary
                                          ---------------------------
                                          By: Joseph M. Harary
                                          Title: President

EX-99

        Research Frontiers Incorporated to Appeal Staff
   Determination Letter from Nasdaq Regarding its Listing on
               the Nasdaq National Market System

Woodbury, NY - August 12, 2005 - Research Frontiers
Incorporated (Nasdaq/NMS:REFR) today announced that it has
received and is appealing, a Staff Determination Letter from
Nasdaq regarding its eligibility for continued listing on the Nasdaq
National Market System.  The Staff Determination Letter, received
on August 8, 2005 indicates that Research Frontiers common stock
is no longer eligible for continued listing on the Nasdaq National
Market System because the market value of the Company's  listed
securities was below the minimum $50 million requirement for
continued listing on the NASDAQ National Market System under
Nasdaq Marketplace Rule 4450(b)(1)(A) .

Research Frontiers is filing a request for a hearing before the
Nasdaq Listing Qualifications Panel to appeal the Staff
Determination Letter.  There can be no assurance that the Panel
will grant the Company's request for continued listing. While the
appeals process is underway, the delisting process will be stayed,
and the Company's common stock will continue to trade on the
Nasdaq National Market under the symbol "REFR" until the panel
makes a final decision.  If the appeal by Research Frontiers is
unsuccessful, the Company will apply to transfer the listing of its
common stock to the Nasdaq SmallCap Market where it previously
traded. Research Frontiers currently meets the requirements for
listing on the Nasdaq SmallCap Market.

About SPD Technology and Research Frontiers Incorporated

Research Frontiers Incorporated develops and licenses suspended
particle device (SPD) technology used in VaryFast  SPD-
Smart  light-control glass and plastic products. SPD technology,
made possible by a flexible light-control film invented by
Research Frontiers, allows the user to instantly and precisely
control the amount of light transmitted through glass or plastic,
either manually or automatically. SPD technology has numerous
product applications, including: SPD-Smart  windows, skylights
and interior partitions for homes and buildings; automotive
windows, sunroofs, sunvisors, sunshades, rear-view mirrors,
instrument panels and navigation systems; aircraft windows;
eyewear products; and flat panel displays for electronic products.


SPD-Smart film technology was awarded a "Best of What's New
Award" from Popular Science magazine for home technology and
was also named by the Society of Automotive Engineers'
Aerospace Engineering magazine as one of the top new
technologies. SPD technology is covered by over 400 patents and
patent applications held by Research Frontiers worldwide.
Currently 33 companies are licensed to use Research Frontiers'
patented SPD light-control technology for SPD emulsions, film,
and end products. Information about Research Frontiers and its
licensees can be found at www.SmartGlass.com.

Note: From time to time Research Frontiers may issue forward-
looking statements which involve risks and uncertainties. This
press release contains forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. Actual results could differ and are not guaranteed. Any
forward-looking statements should be considered accordingly.
SPD-SmartTM, VaryFastTM, Powered by SPDTM, The View of the
Future   Everywhere You LookTM and Visit SmartGlass.com - to
change your view of the world  are trademarks of Research
Frontiers Incorporated.

For further information, please contact:

Joseph M. Harary, President or
Patricia A. Bryant, Manager of Investor Relations
516-364-1902 or via email at
info@SmartGlass.com